Form FWP MORGAN STANLEY Submitted by: MORGAN STANLEY
associated with the issuance, sale, structuring and hedging of the notes in the original issue price reduce the economics of the notes, cause the estimated value of the notes to be lower than the issue price of ‘origin and will negatively affect secondary market prices. Assuming there is no change in market conditions or any other relevant factor, the prices, if any, at which brokers, including MS & Co., might be prepared to purchase the Notes in the framework of secondary market transactions will likely be significantly lower than the initial issue price, because secondary market prices will exclude issuance, selling, structuring and hedging costs that are included in the issue price upfront and borne by you and because secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type and other factors.
The inclusion of the costs of issuing, selling, structuring and hedging the Notes in the initial issue price and the lower rate that we are prepared to pay as the issuer makes the economics of the Notes less favorable for you than they would otherwise.
However, since the costs associated with the issuance, sale, structuring and hedging of the Notes are not fully deducted upon issuance, for a period of up to 12 months from the date issue, to the extent that MS & Co. may buy or sell the Notes in the secondary market, provided there are no changes in market conditions, including those relating to the Underlying Index, and our Credit spreads in the secondary market, it would be based on values greater than the estimated value, and we anticipate that these higher values will also be reflected in your brokerage account statements.
??The estimated value of the Notes is determined by reference to our pricing and valuation models, which may differ from those of other dealers and does not constitute a maximum or minimum price in the secondary market. These pricing and valuation models are proprietary and are based in part on subjective views of certain market data and assumptions about future events, which may prove to be inaccurate. Therefore, since there is no standard market method for valuing these types of securities, our models may result in a higher estimated value of the Notes than those generated by others, including other brokers on the market. the market, if they tried to price the tickets. . In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which brokers, including MS & Co., would be prepared to purchase your Notes in the secondary market (if applicable) at any time. moment. The value of your Notes at any time after the date of this document will vary based on many factors that cannot be accurately predicted, including our creditworthiness and changes in market conditions. See also “The Market Price of the Notes Will Be Affected by Many Unforeseeable Factors” above.
??Investing in the Notes is not the same as investing in the Underlying Index. Investing in the Notes is not the same as investing in the Underlying Index or its constituent stocks. As an investor in the Notes, you will not have any voting rights or the right to receive dividends or other distributions or any other rights in respect of the stocks which constitute the Underlying Index. See “Hypothetical Payment on the Notes” above.
??The Notes will not be listed on any stock exchange and secondary trading may be limited. The Notes will not be listed on any stock exchange. Therefore, there may be little or no secondary market for the Notes. MS & Co. may, but is not obligated to, market the Notes and, if it once chooses to market, may cease to do so at any time. When making a market, it will usually do so for routine secondary market-sized trades at prices based on its estimate of the current value of the notes, taking into account its bid / offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding the associated hedge positions, the time remaining to maturity and the likelihood that it will be able to resell the tickets. Even though there is a secondary market, it may not provide sufficient liquidity for you to trade or sell the Notes easily. Since other dealers may not participate significantly in the secondary market for the Notes, the price at which you can trade your Notes will likely depend on the price, if any, at which MS & Co. is prepared to trade. . If at any time MS & Co. were to stop creating a market for the Notes, it is likely that there would be no secondary market for the Notes. Therefore, you should be prepared to hold your Notes until they mature.
??The Calculation Agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make the decisions regarding the Notes. As the Calculation Agent, MS & Co. will determine the Initial Index Value and the Final Index Value, and will calculate the amount of cash you will receive at maturity. In addition, certain decisions taken by MS & Co., in its capacity as Calculation Agent, may require it to exercise its discretion and make subjective judgments, for example regarding the occurrence or not of events. disruption of the market and the selection of an index successor or the calculation of the closing index value in the event of a discontinuation of the underlying index. These potentially subjective determinations may adversely affect the payment made to you at maturity. For more information on these types of determinations, see “Description of the Equity-Linked Notes — Additional Redemption Amount”, “- Calculation Agent and Calculations”, “- Calculation of the Alternative Exchange in the event of a Redemption Event. Default ”and“ – Interruption of any underlying index; Change in Calculation Method ”in the accompanying Product Supplement for Equity Linked Notes. In addition, MS & Co. determined the estimated value of the tickets on the pricing date.
??The hedging and trading activities of our affiliates could potentially adversely affect the value of the Notes. One or more of our affiliates and / or third-party brokers plan to conduct hedging activities related to ratings (and other instruments related to the underlying index or the stocks that compose it), including trading in stocks. which constitute the underlying index as well as in other instruments linked to the underlying index. As a result, these entities may unwind or adjust hedge positions